08-14-12 Meeting of the La Porte Development Corporation Board of Directors

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title to the Property to Corporation, free and clear of any and all encumbrances subject only to the Pertnitted Exceptions; (ii) Such documents as may be reasonably required by Title Company in order for Title Company to issue a Title Policy in favor of Developer as the insured owner pursuant to Section 5 of the Developer Sales Contract; (iii) Evidence of City's authority to close this transaction as may be required by the Title Company; and (iv) Settlement statement, and such other documents as Title Company may reasonably require. (b) At the closing, Corporation shall deliver to City through Title Company; (i) the Purchase Price in cash or immediately available funds, inclusive of the Earnest Money previously paid by Developer and placed in Escrow pursuant to the Developer Sales Contract but less Corporation's Closing cost deducted from the Purchase Price in accordance with the Developer Sales Contract; (ii) the Restriction Agreement signed by Corporation and Developer; and (iii) such other documents that the Title Company may reasonably require of Corporation. With respect to the issuance of the title policy, City agrees to execute such documents as required by the Title Company to allow the cost of the Owner's Title Policy and any related endorsements that are required to be issued pursuant to the Developer Sales Contract regarding the Property are passed through to the sale of the Property by Corporation to Developer, It being the intent of City and Corporation that only one title policy by issued in favor of Developer following the concurrent closing of this transaction and the transaction between Corporation and Developer. S. Taxes. Corporation understands and acknowledges that the Property is presently exempt from the assessment of ad valorem taxes, which status may change upon conveyance of the Property to Corporation or Developer. City shall not be responsible for payment of property taxes assessed against the Property for periods after the (late of Closing, if any become due and payable, 6. Closin Costs. City hereby agrees to pay and be responsible for all closing costs related to the sale of the Property to Corporation pursuant to this Agreement and Corporation's closing costs as Seller pursuant to Section 7 of the Developer Sales Contract. PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA TORTE DEVYLOPMFNT CORPORATION -- PAGE d (kbl:5144/12:55288)